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Startup crisis. Dorm room style.
33 points by jfornear on May 8, 2008 | hide | past | favorite | 85 comments
This is a joke compared to drinko's story, but I've really gotten myself into a bit of a bind lately. I'm hoping you guys might help me. I'll start with the background story...

One of my roommates is a film student, and he is taking a class in the film school on Internet media this semester. The class is brand new and has never been offered before. They basically spent the entire semester going over web 2.0 buzzwords (blog, wiki, mash-ups, news feed, beta, social bookmarking, social network, RSS, etc). They were also assigned to come up with a "cool idea for a website" for their final grade, and they are actually expected to develop this site.

My roommate's group quickly found they had no idea where to start. He came to me with some questions, and at first I was glad to help him. I started by walking him through the steps involved in purchasing the domain name and hosting plan. Then he started asking more questions, and I eventually had to tell him that I didn't have time to help him all the time and that the class was just ridiculous.

A week later he tells me that he wants to pay me to work on his project. All I would have to do was make a working prototype. At the time it didn’t sound like a bad idea, and it sounded like fun. I thought I could make some money and help a friend out, and I would be able to copy and paste code from other things I have worked on to cover the majority of the project. So I told him I would charge $20/hr, and I agreed to a cap of $400 since it was coming out of his pocket.

Then a few days later, he comes into my room with a stack of papers. It turns out to be a 17-page contract that his dad, who happens to be a lawyer, wrote up. The contract would give my roommate full ownership of the code, ip, license, etc, and all for only $20/hr with a cap of $400. It also states that I would not be a partner or have any equity. I scan it over and quickly decide that there is no way I am going to sign it (and I still haven’t). Not to mention that I was just scared of a 17-page contract and feeling a little outgunned when his dad is a lawyer.

So a week later, he doesn’t seem to care that I didn’t sign his dad’s contract, and he pays me for the first couple of things he needed to meet in-class deadlines.

Now, the project is looking really good, and I’m starting to think that their idea combined with my awesomeness might actually have potential. What should I do?

I feel like I am too easy to take advantage of, and I wish I knew the rules on the legal side of things much better.




Don't be afraid of the lawyer dad. Keep in mind that lawyers want to make things complicated so that only they understand them. (That is not really true, but it saves time to think that way.)

They made you an offer. You rejected it, smartly. Now it is time for your counter-offer. You already mentioned several downsides to their offer (you can't understand it, no equity, too low pay, probably lots of personal liability for you). You already mentioned that you don't even need this deal (because you are young and you could be doing other things).

I don't understand why you don't see your own leverage here. He wants you to do work RIGHT NOW. If he needs the work done right now, then he will capitulate to your demands, if you have the guts to make any. The first thing you need to do is STOP WORKING RIGHT NOW.

Then, throw away the 17 page contract and write a 1 page contract of your own, where (a) you disclaim all liability, (b) you can walk away at any time, (c) you get significant equity (if you are doing all the work, you should be getting at least 50%), and (d) you get paid a real wage ($20 an hour is not a real wage for a programmer). Give him that one-page contract and tell him to sign it if he wants you to continue working on the project.

He will object. He will want to make changes to the contract. You have the leverage, so tell him no. Definitely do not let his dad insert anything into it--you must write every word yourself, in crisp, clear, English.

If you can convince him to agree to a contract where you have no significant risk and you have significant benefits, then the deal can continue. Otherwise, you have to walk away, because his lawyer is too big of a problem. (Notice that this turns the tables so that his dad is a liability for him, not an asset.)

You might think that it is not possible to convince somebody to sign a contract where you have no risk and you receive a lot of benefits. Not True. I've done it twice on contract programming gigs. Each time, the (small) company signed the contract because they needed something RIGHT NOW. Then came back later with changes suggested (demanded) by their lawyer. I rejected all changes (think "I am not willing to sign anything except the backs of my checks"), they got mad, and they either canceled the project (1 time), or got over it (1 time). You just have to stand firm.

Personally, I still wouldn't take the deal because it sounds like your "partner" is adversarial. The point I am trying to make is that you don't have to be scared of lawyers, and there is no need to be intimidated when you have all the leverage.


All excellent points. You do have all the leverage here, not film student guy.

> Personally, I still wouldn't take the deal because it sounds like your "partner" is adversarial.

This is what stood out most in my mind as I read the OP. I wouldn't go into business with anyone that I didn't trust like my own brother. If he is trying to make you sign some 17 page contract as a college kid, imagine what would happen if there were ever any real money to divvy up.


The contract, I suppose, was a standard one from a laws/contacts database. So don't worry much about the layer father.

It might be that father has told the son what is best to do (to buy all the rights for the copyrighted material), and the son trusted father's authority.

I don't know if in your country a vocal contract has any power. Right now you can prove that this material is under your copyright, but he can't prove that he payed you for _all the rights_. So in my legislation system you'd still have 100% of control over the situation.


Good points, only that I would flip sides. Your roommate had an idea, great, but not worth a dime unless he is able to do something with it. Obviously he isn't. He even screwed up the project before it has started and his attitude doesn't look like this could be a successful and trusty partnership. But trust is a must for a venture. His attorney dad will go on trying to hijack the rights from you. The longer you work with him, the more you increase his chances of success sometime.

I"d take the money you have already earned, find a cheap lawyer and make sure who is the owner of the code. If its you, take it and find another partner. If its him, give it to him and rewrite it on your own with a partner you can trust. Your roommate has to find another programmer or do the work himself. If I understand you right, it is work for his classes.

Doesn't he risk his grades, if it turns out that he has payed someone to do his college work? If that is so, he is in your hands. Ask from him whatever you want.


For me the point here is not that he has a lawyer. The point is that he has a free, totally devoted lawyer. And that is scary.


Um. There is some really bad advice in this thread. In fact, nearly everyone is giving you bad advice and doesn't seem to know anything about copyright law.

First - YOU own all the rights to the code, since you created it - even if they paid you. If you sign that contract, THEY own all the rights to the code.

Second - It is up to you how you want to proceed, but if you want to own the rights to the code, just keep working without a contract.

Third - DON'T involve any other lawyers or write up your own contract or call the school's tech transfer office. This is only going to set up the situation to favor the other guy or the school. Remember, YOU own everything.

Fourth - The lawyer dad knows all of this and that is why he wants you to sign the contract. Lawyers are assholes - DON'T let him bully you into signing anything.


YOU own all the rights to the code, since you created it - even if they paid you.

Are you absolutely certain of that?

I'm not an attorney myself (nor am I trying to be flippant or argumentative), but it seems the combination of verbal contract, his continuing to do the work specified by his roommate, and his acceptance of payment may create problems for the O.P.

Lawyers are assholes - DON'T let him bully you into signing anything.

Very true: standard legal M.O. on the first contract document is to try to get away with anything.

I.e., they will expect you to push back and remove some terms (and if you don't, that's a bonus win for them).


Yes, I am absolutely certain. I am not a lawyer but I was an independent programmer for 6 years and successfully resolved 3 disputes over IP in my favor.

Most programmers want to avoid any sort of conflict and confrontation, especially with lawyers. You're correct in assuming that this may create problems. The potential problem in this situation is that the lawyer dad is going to be an asshole and try to intimidate the programmer. This sucks, and the programmer should maybe back out of the project if he wants to avoid this.


His acceptance of payment / verbal contract amounts to him granting license, not transfer of copyright.

You don't have to take anybody's word for it. Most of title 17 is reasonably accessible:

Ownership:

http://www.law.cornell.edu/uscode/17/usc_sec_17_00000201----...

See especially the definition of "work made for hire" here:

http://www.law.cornell.edu/uscode/17/usc_sec_17_00000101----...


I'm a little confused

A “work made for hire” is— (1) a work prepared by an employee within the scope of his or her employment; or

I read that as: if someone hired you to write some code for them, then the code you write seems to be work made for hire, in which case they own the copyright.


I think this is not a work made for hire because it was done on contract rather than as an employee. From PubLaw (http://www.publaw.com/work2.html)

"But if the creator of the work is not an employee, but instead a freelancer, than the "work made for hire" requirements of the independent contractor prong must be satisfied. This means that the work must be specially ordered or commissioned by the publisher, the work must fall into one of the nine enumerated categories of work, and there must be a signed writing between the parties where they agree that the work will be considered a "work made for hire."


You agreed to work on this as a contractor, for pay. You aren't being taken advantage of if you agreed to a price ahead of time (cap or no cap).

Just because they have a good idea doesn't mean you have to be involved, there will be other great ideas that come your way as well.

And hell, if this is successful, believe me: you don't want to be in business with the kind of guy who a) goes to his father for help on such a simple thing and b) would think a 17-page contract was a good idea in any way.


Totally agree. You need to be true to your word.

If the project has any future beyond the prototype, your friend would be crazy not to ask you to stay involved. The time to discuss compensation and risk is then. If you want something to happen, do a good job with the project and make your partners excited by the prospect of doing more.


However, being true to his word needn't include signing anything.


I'll do this, but I still own the prototype, right?


Let them own the prototype, they are paying for it after all (however little that might be). It shouldn't be hard for you to completely rewrite the prototype if you want to go forward with the idea yourself (after all you're talking about 20 hours of initial work, and chances are the rewrite will be much faster and of much higher quality).


Wow, this could get really complicated if you end up building something people want. Before it gets any further, you need to have a talk with your partner and his group members and talk about what they want to do with the site after the class is over and if they're willing to give you significant equity. If they don't give you equity, and you cease development after 20 hours, make sure that you are allowed to launch your own competing startup. You'll have to recode it, but make sure you're allowed to compete.

If they do give you equity, make sure they're not only doing it because otherwise you won't do the project, which is the situation the last crisis poster had. If every member of the group is not really happy with the arrangement, you will have problems.


rms, why do you think jfornear will need to recode? (S)he hasn't signed over the copyright, and there is no mention of it having been discussed in the verbal agreement. And the bulk of it was copy and pasted. The 'customers' cannot copyright the idea, although they may have explicitly stated that part of the discussion consisted of trade secrets.

This is rather different from the Facebook case, where there was pre-existing code when Zuckerberg was engaged.

If the father really thinks it's a valuable proposition, it's in his interest to clean up the intellectual property situation sooner rather than later. I'd have a friendly word with them to say you think the whole project is much more likely to succeed if you've got equity as well. Once you've got an agreement on terms that you all feel are fair, that's the time to get the lawyers to put it into writing.

If they really want to get all legalistic on you, first think whether you want to be in business with them, second you could suggest that they pay your costs to hire your own lawyer.


I think this situation would work out fine if it weren't for the unknown group members -- it seems likely that the OP and his friend with the lawyer dad are on good enough terms to make it work. I get the impression that the other group members don't really care about the project, because they aren't putting up the money to hire the OP. But if the project becomes successful, they could truthfully claim that they were involved with the project from the start.

It doesn't sound like anyone wants to be overly legalistic; it sounds like someone's father is an aggressive lawyer type that saw an opportunity to negotiate the best possible terms. The OP and his partners need to draft some type of agreement. I don't think there is any need to involve lawyers immediately, wait until you incorporate. For now, just get something on paper you all agree with. Send it to friend's lawyer dad to legalize if you so desire. Get a free corporate registration and registered agent from him if you can. Only a Delaware C corp.


IANAL, but it sounds like it's work-for-hire. If you pay someone to do work (particularly by the hour), it's my understanding that they own the intellectual property you generate.


Except this was for a class project, so it's possible the school owns the IP, and if a venture comes out of it, he company will have to ask the school for a license.


exactly. i just finished creating an application for a doctor, but since it was done as part of my master's program, the school owns the code. this means that though the doctor may have aspirations of turning it into a million-dollar product, he can't without working out a deal with my university. i'd be very surprised if this guy's school doesn't have a similar policy regarding code written for its classes. i think it's likely that the contract the other person's lawyer dad drew up is moot--the school probably already owns all (or most) rights to the stuff.


Unless explicitly stated otherwise in a written contract, the IP rights belong to the creator (programmer in this case), not the employer.

http://en.wikipedia.org/wiki/Work_for_hire


Interesting. I hadn't read the background of WFH. I guess in this case we're talking about contract work, because there's no physical office or purchase of equipment (two tests that are typically applied in determining employee vs. contractor). That means that all of the created IP belongs to the author. (Although, again, IANAL. :)


First: recognize that you made a mistake here. Accepting the money without a contract is only going to confuse things. Pay the money back, (borrow from the First National Bank of Mom and Dad if you have to).

While doing so, tell Roomie (and RoomieDad) that you want equity. Explain that you like the idea, and think you have a lot to contribute. Also explain that if they're not interested in giving you equity, that's cool-- you haven't signed anything giving up the IP on what you wrote, and while you're happy to let him use it for his class project, you retain the commercial rights to your code.

Try not to make it sound adversarial. Explain how psyched you are about the idea. And, when you get a revised contract from RoomieDad, get a lawyer of your own to look it over before you sign it. (Again, prostrate yourself before Mom and Dad if you have to-- it's not pleasant, but an hour of a lawyer's time is worth it.)


It sounds like you're not that far into the project, so if that's correct, I wouldn't even worry about what happens to the modest amounts of IP you've already written. If they can't do this project without you, all you have to do to regain control of the situation is stop working on it until everyone has agreed to terms you're comfortable with.

I agree that you don't want to be adversarial -- just explain that you're not comfortable with those terms, that you hope you can work something out with them that makes sense for everyone, and if you can't, wish them luck with their project.

Two things to remember: first, if something can't get sorted out amicably, these aren't the right people to be working with anyway, so you're better off finding that out up front. Second, if you're the only one who can deliver a product, you're always the one holding the cards.

Good luck.


I haven't cashed the check yet, but I was approaching this as helping a friend out in exchange for lunch money or something so I feel like I should keep it?


You can keep it, if you intend to keep working on it. But don't sign the crazy contract, and don't agree that what you're building belongs to your friend except as it pertains to his use as a school project. If you want to commercialize it (and maybe if he wants to be involved), you should retain all rights to do so...and it sounds like any contract that involves your roommates father isn't going to be acceptable--he's a lawyer who thinks his son farts rainbows...you need to set the terms. I don't mean "go over the 17 page contract of doom with a pen and make a few changes"...I mean start from a blank page, specify the terms, state your ownership position (100% unless you want to partner with this cat on a future business), and hand it over. It'll only be one page, so even his dad will be able to understand it.


That is his money, not theirs. He doesn't need to pay it back to demand changes to the agreement (equity or otherwise). And he gets nothing if he gives it back.

Since he did the work for hire the IP rights belong to the partner, not to him. At least, he doesn't have the ability to win a court case there due to the mismatch in legal representation.

Again, do not let the dad write even one word of the contract. Signing the dad's contract will be way worse than walking away from the project.


Completely wrong. In the absence of a contract that explicitly states otherwise, the IP rights belong to the programmer, not the partner.


http://en.wikipedia.org/wiki/Work_for_hire


It's not at all clear that this is a work for hire, in the absence of a contract-- he's not an employee, and the relationship is vague. I recommended paying back the money paid so far, so as to defuse any potential "work for hire" claims.


This is perfectly clear from a legal perspective: the programmer guy (the OP) owns all the IP that he created. Don't pay the money back, just keep going.


It looks like "a work specially ordered or commissioned for use as a contribution to a collective work" to me. But, again, I agree that he should keep whatever money he has earned.


Software actually does not fall into that category. What that category means is "magazine article." If you go further down in the page, you'll also note that one of the other stipulations is that there is an explicit written contract stating that is a work for hire.

this page probably explains the situation better than my random comments:

http://www.developerdotstar.com/mag/articles/daniels_softwar...


You cannot legally undo an agreement just by returning the profits you received under it.


Correct. But there's not a clear legal agreement here. Returning the profits (which are minuscule in this case) simplifies matters substantially.


Don't work with this guy. He's trying to take advantage of you.

If his dad is a lawyer, you are going to be in a trouble if you actually get into some kind of a disagreement with the guy. He can say that you did in fact have a verbal agreement and that he showed you the papers and you agreed.

$400 is very, cery little money if there is a possibility of legal fight involved and by giving you the contract he has laready showed that he's serious about the legal stuff.


Yes. Do not work with this guy. Just stop, now.

It's just not worth it. There are other ideas in the world. There are other art students. There are certainly better paying, more deserving consulting gigs. Just bail now, before you kick yourself later for not bailing sooner.

If you need a list of creative excuses I'll offer a few:

-- One of your pet goldfish died and you can't work while you're in mourning.

-- You've converted to a new religion in which the Sabbath runs from Monday to Saturday. You could work on Sunday, but that's when all your homework needs to be done.

-- You need money to finance your expensive drug habit, so you got another gig that pays $150 per hour. Unfortunately, it takes up most of your time.

-- Walk around in public with one arm in a sling. Claim, sorrowfully, that you can't type anymore. Bonus points if you switch the sling from arm to arm every other day.


"-- You need money to finance your expensive drug habit, so you got another gig that pays $150 per hour. Unfortunately, it takes up most of your time."

I like the way you think.


...or the roommate may have perfectly good intentions, but his father's intervention is damaging the business relationship, and either the roommate doesn't recognize that's going on or can't tell his father to tone things down a bit.

Any way you interpret it, though, it's a warning sign.


"or can't tell his father to tone things down a bit."

If he can't tell his father that a 17 page contract for a $400 gig is inappropriate and counter-productive, then he's no business partner worth having.


If you're going to be heading in to any kind of adversarial situation involving contracts, then you're probably already outmatched; your roommate will go to his dad, and then whether you've drawn up your own contract or purchased one or consulted with an attorney of your own, you'll still be staring down the barrel of a lawyer whose son is involved. Lawyers love nothing more than billable hours, except presumably your roommate will getting a pretty healthy chunk of them for free.

So, I don't think you can make this work out.

But, if you wanted to try anyway, I'd suggest drawing up your own contract as a counter-offer. They aren't hard to write, and they don't have to be long. They just have to describe, in very plain language, what work you'll perform, what you expect to receive in return, and what to do if things don't work out.


Also, that really sounds like a ridiculous class. It's part of the film school? How could they expect mundanes to do programming (even HTML/CSS) in a class with no programming prerequisites? Is your friend on the only team without a CS major?


I heard one student in the class has worked on the school's website, but other than him, you've guessed right, no one even knows html.


I would advise you to talk to an IP attorney. They can probably help you rather cheaply and might not even charge.

You're going to get a lot of moderately but not fully informed opinions on this site, as you're talking to a lot of people who have probably dealt with one end of somewhat similar situations. When it comes to law you're best talking to experts who have your exact situation in mind.


Thanks, I'll look into this. (Enjoy your blog btw)


I don't think your roommate is being malicious. He probably told his dad about the project and his dad being the lawyer that he is, said "hey, have him sign this contract." And because it was a 17 page contract, your friend didn't even read it.

I would have an open & honest conversation with him about what your vision is for the software and what expectations you have for compensation, including equity.

If you can't have this discussion, walk away. It's a good indicator that you two won't be able to work out tougher problems in the future.

PS: This conversation doesn't have to be a tense situation. In fact, if you are excited about the future of this software, communicate it and maybe he'll catch the fever.


You're right, my roommate hasn't read the contract. I'm really just scared of his dad because I don't know what he's thinking.


Sounds like a straight talk is definite in order. Once your roommate is on-board and you've got a simple contract done, have a sit down talk with his dad. He may be a great asset in the future. Don't burn that bridge.


If you've been paid, then they own what you gave them in exchange for the money. Assuming you've met your contractual obligations, you don't have to type one more line of code from here.

You should tell them the truth: you've reconsidered the potential of the project and you want to re-negotiate for continued involvement. They have the option of hiring someone else to pick up where you left off. If they exercise that option, then move on to another project. You probably learned something and made some cash.

If you ask me, the dad probably wasn't thinking "I'm gonna screw this programmer as hard as I can! muahaha!". It was probably more like "I want to make sure that my son doesn't pay some guy to make a website, then have him copy it and put up a competitor".

Just tell the truth and state your point of view and it'll probably work out fine.


Usually in college, thaving a contract does not matter as work between friends does not need this and costs are generally shared. However, in your case you guys are not doing this as friends, which is highlighted by his inital contract. If he is paying you then you are an employee/contractor paid to do a job and as is the case in most companies what you produce remains the property of the company (or person paying) unless otherwise agreed.

Hence sort this out now before a small problem becomes a big problem :)


An important aspect of negotiations is improving your BATNA (Best Alternative To a Negotiated Agreement). So what you most need to know is, if you walk away from this partnership, what encumbrances are there on the IP that you produced without a contract?

I think that since you never did sign a written contract with your roommate that either explicitly transferred IP or contained the magic words "work-for-hire", you and/or your school still own the IP and the roommate just has a license to use it for his class project. But I'm not a lawyer and this is really the sort of thing you need a legal consultation for. Since there's a chance your school owns the IP, maybe someone in your school's technology licensing office would be willing to tell you where you stand for free. If not, your state bar association may have a referral service where you can get a brief consultation for a low (as lawyers go) fixed rate. (At least, that's what they have in Massachusetts.)

If you own the IP, then you can counteroffer from a much stronger bargaining position. That is, if you decide to pursue this arrangement at all; I tend to agree with the people who say this guy is not worth doing business with.


First off, a written contract is not required for your initial agreement to be valid. Do not sign the written contract unless it has only the same terms you agreed to in the verbal agreement.

Basically, you must complete your original verbal agreement, or his lawyer father may come after you for breach of contract. You do not have to enter into any other contracts. If he (or his dad) don't like this, ask them if they will cancel the contract, in which case you're off the hook completely.

If you want to be a part of this venture beyond your original agreement ($400 for the contract work), come back with your own proposal (ideally, a co-founder size equity stake).

It makes sense for you to get a co founder position, since it appears that you are the only one who can create the site, plus they will need someone to keep up the site and implement changes as they need them.

The downside is that from what I can see this person might not be the best choice for a co founder. Especially if he undervalues the need for a technical co founder on a "web 2.0ish" startup. The upside is that you do have access to an inexpensive lawyer.


You already agreed to this via verbal contract to the $400 maximum. I'm not sure where some of the other guys can say you should do anything.

Unless you stated you would keep on working for free after the $400 (which I think probably would be the softest point in the verbal agreement later even if you did), the best you can do is work until that contract expires and negotiate a better written one with equity.

Let me repeat: you verbally agreed to work when he offered to "pay [you] to work on his project". You need to do the best you can to meet that agreement because you agreed to the deal.

You need to return the contract to them and firmly state you did not agree to this during the verbal agreement. If he wants you to sign something more than you already verbally agreed, he has to negotiate. Be sure he understands you want equity opportunity during any renegotiation because you are interested in the site and want to continue to work to help it grow after the contract is over.


Definitely don't sign! It very well may have potential, and you didn't start assuming you'd be building someone else's empire. If one is being built, you should be a founder too. Technically at this point, the copyright ownership on that code is entirely yours. You've simply granted him a license to use it for his original intended purpose (handing it in for school).

It may just be that his dad pushed him to do that, but I would be concerned with trust if he's already tried to pull something like that. You do need to be able to trust the other founders.

Also, if he or his dad suggest to help work out an agreement between you two, get separate legal counsel. That's a clear conflict of interest (which if his dad doesn't disclose that to you up front, could land him in hot water too).

So you do have cards to play, but figure out if you want to play with these people specifically. Ideas are not that hard to come by, as others on here have said -- it's execution that counts.


So a week later, he doesn't seem to care that I didn't sign his dad's contract, and he pays me for the first couple of things he needed to meet in-class deadlines.

IANAL, but that's a bad sign.

It might be that by virtue of continuing working and continuing accepting payment, you are already contractually obligated, etc.

You should stop work and return whatever money you've accepted.


OK, let me see if I got this right...

Your roommate is paying you to do his homework

and

In order to "earn" that money, you're providing him with work that was already done before.

Am I the only one who thinks there is something fundamentally wrong here?

This thing was f*cked up before it started and needs to be terminated. Now.

If your roommate is in college to learn something, leave him alone and let him learn.

If you want to start a business, either drop out of college and start it or do it outside of class.

If you are as "awesome" as you claim, then find one of the 12,309,384 other ideas out there and run with it.

Nothing good will be harvested from bad seeds planted.

Oh, and while you're at it, read this:

http://paulgraham.com/good.html


I sort of agree with your sentiment but... I could be wrong, but this is for a film school (or at least film course) and this sort of thing happens all the time in film school. Cuz everyone in the film industry expects to get paid (except for the interns) and you might need a pro to help you out on a project.


OK. I didn't know that film school operated under different morals from everyone else. I guess that's Hollywood!


It's not like that. Their professors gave permission to get outside help because they realized how absurd their expectations were midway through the semester.

There's nothing wrong with selling copies I don't think. What about that girl who made millions selling the same sparkly MySpace skin to thousands of different high school girls? I've mostly copy and pasted old stuff and changed it to fit this project. So it's not really work I've already done. Think of it like when the Quake 3 game engine is customized for Jedi Knight II or something.


"There's nothing wrong with selling copies I don't think."

As long as that's what your buyer thinks he's paying for, right.

But if he thinks he's paying for custom work and you deliver something already made for someone else, I'd call that a problem.


Oh right, he clearly understands that I am doing that. I'm not trying to be sly or anything.


Cool. I hope you found what you're looking for here. Let us know how you work things out.


STOP WORKING!

Legally, you’re not well off here: taking money is an implicit acceptation of the contract.

Technically he needs your help since the project is still in its infancy.

Talk it out with your friend; proceed with a friendly conversation. Offer to give back the money, explain the possibilities of being together in this project and go for at least 50/50 equity with respect to the fact that you made a mistake. Mainly don’t be apologetic, at the same time don’t look down on him and avoid as much as you can the lawyer dad during the discussion. He has as much to lose as you do.


lawyers charge $150-thousands of dollars per hour. For you to get legal council on this would require an expense of more than $400. If they want you to sign a 17 page legal document, ask for 17 * $650 an hour for your lawyer to read it and give you advice. I think they will get the point!

And then you can all go, get a beer, and discuss some reasonable terms like everyone else suggested.


I like this solution, as it sends a message to the roommate that contracts represent an escalation. The verbal agreement was made with the assumption that there would be no need for legal fees. By introducing contracts, the roommate has changed his side of the bargain, so the bargain needs to be renegotiated.

For a dormroom friendship price, he should get a dormroom friendship product. The contract indicates he is expecting a professional developer product, so he should expect to pay a professional developer price.


I'm not an expert on copyright law. Not in my own country and not in the US (those $s were US$s, right?).

Having said this in these ~60 comments you probably have at least 10 different opinions and everyone seems to KNOW that their interpretation is right. Assuming half of the people here actually know what they're talking about then this is clearly insanely complicated and you need professional help.

As such my vote, for what value it has, goes behind this idea.


streety, my point was to point out the irony of the situation to his roommate, i am sure they will work it out.

This film class seems like a great class, both of them are learning something. I also think that the roommates father is trying to teach him something, and its up to our young entrepreneurial hacker friend here to offer some learning back.

My parents have gotten involved in a similar way to our YC friend's roommate, and the only thing it did was make things more complicated. Yes I learned about contracts at an earlier age, but what my folks should have been teaching me was that I WILL HAVE THOUSANDS of great ideas, its not the idea that is important, its the ability to follow through on it. I fear that this 17-page contract has already jeopardized that.

I don't think any of the parties involved here should be trying to put all of their eggs in one basket. Their goal should be about fostering the relationship, if this project turns out better than a failure, then the next one has an even better chance of succeeding. I think the goal here is to try to learn as much as you can about building business relationships, and not about the project. I still do business today on handshakes, and sometimes, i move to a contract, but it all depends on the intended length of the relationship.


I don't understand two things:

a) If the film school is a college, couldn't your roommate get expelled for cheating?

b) Would not the college own the IP anyway?


"b) Would not the college own the IP anyway?"

Only if OP were employed by the school for the creation of that IP. University research grants often have a commercialization clause in them that requires some involvement of the school in the event a product results from the research...but independently funded projects certainly do not fall into this category.


a) The professors realized midway through the semester that they would need outside help to do this and gave him permission to use me.

b) I really don't know


It's my understanding that the copyright for schoolwork always belongs to its original authors; it does not become property of the school.


Forgot to mention, if the idea is good and things are working dont let these issues stop you guys. Too many good/promising ventures fail as people get greedy/petty early. Better you both have 50% of some thing big than 0% of nothing (okay 0% of nothing is not possible but you get what I mean).


Dude: Just... walk... away. Seriously. Say thanks, and sorry, and just walk away. Forget the website, forget the awesome idea. Just do your best to salvage the relationship with your roommate, and walk away, or you are absolutely, positively going to be walking into a burning train wreck.


I would have already, but his grade is on the line. I just want to give him something he can turn in.


Don't sign the contract. According to U.S. copyright law, YOU own all the code unless you sign something that explicitly states otherwise. The lawyer dad knows this, which is why he sent you a 17 page contract.


With a contract or any written agreement you are putting yourself in a difficult position. Clarify things with him asap and put something in writing what you agree upon.


Typo. Should be without a contract... ...


I would just continue without signing the contract (as long as he pays) and wait some more time how things turns out.


I suppose there already is a contract. At least in my country, vocal contracts are binding, too. Then a lot of "default laws" apply, if the contract does not specify anything else.


Unfortunately, the most sensible answer has the most downvotes. The programmer owns all the IP in this situation, and has the most bargaining power if he simply continues on without a contract.


Copyright the code yourself, first. All's fair in love, business and war.


Please let us know how this shakes out.

Fortune favors the bold.


Just add in a zero to your hourly rate and keep on working on it.




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